摩根大通美股招股说明书(2026-03-16版)

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co. •The notes are designed for investors who seek a fixed return of at least 17.00% at maturity if the Final Value of oneshare of the Reference Stock is greater than or equal to 50.00% of the Initial Value, which we refer to as the BarrierAmount. •The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC, which we refer toas JPMorgan Financial, the payment on which is fully and unconditionally guaranteed by JPMorgan Chase & Co.Anypayment on the notes is subject to the credit risk of JPMorgan Financial, as issuer of the notes, and the credit •The notes are expected to price on or about March 16, 2026 and are expected to settle on or about March 19, 2026. Investing in the notes involves a number of risks. See “Risk Factors” beginning on page S-2 of the accompanyingprospectus supplement, Annex A to the accompanying prospectus addendum, “Risk Factors” beginning on page PS-11of the accompanying product supplement and “Selected Risk Considerations” beginning on page PS-4 of this pricing Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,prospectus supplement, prospectus and prospectus addendum. Any representation to the contrary is a criminal offense. (1) See “Supplemental Use of Proceeds” in this pricing supplement for information about the components of the price to public of thenotes. (2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Financial, will pay all of the sellingcommissions it receives from us to other affiliated or unaffiliated dealers. These selling commissions will be up to $10.00 per $1,000principal amount note. JPMS, acting as agent for JPMorgan Financial, will also pay all of the structuring fee of up to $1.00 per $1,000principal amount note it receives from us to other affiliated or unaffiliated dealers. See “Plan of Distribution (Conflicts of Interest)” in the If the notes priced today, the estimated value of the notes would be approximately $980.00 per $1,000 principal amountnote. The estimated value of the notes, when the terms of the notes are set, will be provided in the pricing supplementand will not be less than $950.00 per $1,000 principal amount note. See “The Estimated Value of the Notes” in this The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agencyand are not obligations of, or guaranteed by, a bank. Key Terms Issuer:JPMorgan Chase Financial Company LLC, a direct,wholly owned finance subsidiary of JPMorgan Chase & Co. Guarantor:JPMorgan Chase & Co. Reference Stock:The common stock of Oracle Corporation,par value $0.01 per share (Bloomberg ticker: ORCL). We referto Oracle Corporation as “Oracle.” Contingent Digital Return:At least17.00% (to be provided in Barrier Amount:50.00% of the Initial Value Pricing Date:On or about March 16, 2026 Original Issue Date (Settlement Date):On or about March 19, Initial Value:The closing price of one share of the Reference Final Value:The closing price of one share of the Reference * Subject to postponement in the event of a market disruptionevent and as described under “General Terms of Notes —Postponement of a Determination Date — Notes Linked to aSingle Underlying — Notes Linked to a Single Underlying (Other Stock Adjustment Factor:The Stock Adjustment Factor isreferenced in determining the closing price of one share of theReference Stock and is set equal to 1.0 on the Pricing Date.The Stock Adjustment Factor is subject to adjustment upon theoccurrence of certain corporate events affecting the Reference Supplemental Terms of the Notes Any values of the Reference Stock, and any values derived therefrom, included in this pricing supplement may be corrected, in theevent of manifest error or inconsistency, by amendment of this pricing supplement and the corresponding terms of the notes. Hypothetical Payout Profile The following table and graph illustrate the hypothetical total return and payment at maturity on the notes linked to a hypotheticalReference Stock. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from •an Initial Value of $100.00;•a Contingent Digital Return of 17.00%; and The hypothetical Initial Value of $100.00 has been chosen for illustrative purposes only and may not represent a likely actual InitialValue. The actual Initial Value will be the closing price of one share of the Reference Stock on the Pricing Date and will be provided in Each hypothetical total return or hypothetical payment at maturity set forth below is for illustrative purposes only and may not be theactual total return or payment at maturity applicable to a purchaser of the notes. The numb